-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MrLYbm4lDC/sQwNRadUHqqsqNSH1NYEcjwe0W9OhScdEjVWOOpYMd6uqWI7nuEfy GWkhJqnvI2FtFgfesW+TGQ== 0000950112-96-003525.txt : 19961002 0000950112-96-003525.hdr.sgml : 19961002 ACCESSION NUMBER: 0000950112-96-003525 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961001 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSCI CORP CENTRAL INDEX KEY: 0000878612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061302773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46727 FILM NUMBER: 96637588 BUSINESS ADDRESS: STREET 1: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088704000 MAIL ADDRESS: STREET 2: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFORMATION MANAGEMENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000824578 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581722085 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 CEDAR ST 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2123066100 MAIL ADDRESS: STREET 1: 130 CEDAR STREET CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D/A 1 INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ------- INSCI Corp. ----------------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------------------- (Title of Class of Securities) 45765T 10 6 ------------------------------------------------------------------------------- (Cusip Number) Joseph A. Baratta, Esq. Baratta & Goldstein 597 Fifth Avenue New York, NY 10022 (212) 750-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 1996 ------------------------------------------------------------ (Date of Event which Requires Filing of the Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 45765T 10 6 _______________________________________________________________________________ 1) NAME OF REPORTING PERSON: Information Management Technologies Corporation S.S. OR I.R.S. IDENTIFICATION NO. Of ABOVE PERSON: 58-1722085 ______________________________________________________________________________ 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) _______________________________________________ (b) _______________________________________________ ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions): Not applicable. ________________________________________________________________________________ 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [X] ________________________________________________________________________________ 6) Citizenship or Place or Organization: Delaware ________________________________________________________________________________ Number of (7) Sole Voting Power: 789,667 __________________________________________________________________ Shares Bene- (8) Shared Voting Power: Not applicable __________________________________________________________________ ficially (9) Sole Dispositive Power: 789,667 __________________________________________________________________ Owned by (10) Shared Dispositive Power: Not applicable Each Reporting Person With ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 789,667 ________________________________________________________________________________ 12) Check Box if the Aggregate Amount in Row 11) Excludes Certain Shares (See Instructions): [ ] ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row 11): 20% ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions): CO SCHEDULE 13D Filed Pursuant to Rule 13D-2 INTRODUCTORY STATEMENT The Statement on Schedule 13D relating to the Common Stock, par value $.01 per share of INSCI Corp., ("INSCI") is filed by Information Management Technologies Corporation, a Delaware corporation (the "Reporting Person" or the "Company"). Item 1. Security and Issuer. Title and Class of equity securities: INSCI Corp., common stock $.01 par value Name and address of the principal executive offices of the Issuer: INSCI Corp. 2 Westborough Business Park Westborough, Massachusetts 01581 (508) 870-4000 Item 2. Identity and Background. (a) Name: Information Management Technologies Corporation (b) Residence or Business Address: Principal place of business is located at 130 Cedar Street, New York, New York 10006 (c) Principal Business: Information Management Technologies Corporation provides on site and off site outsourcing services to firms in the service sector. These services include research report services, laser printing, global print on demand and distribution, legal duplication and facilities management services. (d) Not applicable (e) On September 30, 1992, the Company and INSCI, the Company's then majority owned subsidiary reached an agreement with the Securities and Exchange Commission ("Commission") to conclude and settle the Commission's informal investigation of the Company and INSCI. The Company and INSCI, without 3 admitting or denying any of the allegations made by the Commission in its complaint, and without a trial or final adjudication of the allegations made in the Commission's complaint, consented to the entry of an order enjoining the Company and INSCI of future violations of certain provisions of the federal securities laws and the rules and regulations thereunder. (f) Citizenship: The Reporting Person is a Delaware corporation and licensed to business in the State of New York with its principal place of business located at 130 Cedar Street, New York, New York 10006. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person was the original majority shareholder in INSCI. Prior to the INSCI Corp., initial public offering, the Reporting Person owned approximately 96% of INSCI. Upon completion of the INSCI initial public offering in April 1994, the Reporting Person's ownership interest was approximately 58% of INSCI's outstanding common stock. The Reporting Person as of August 8, 1996 owned 1,375,667 shares of INSCI Common Stock. Effective September 17, 1996, the Reporting Person sold in a private sale 600,000 restricted shares of INSCI Common Stock at a sale price of $3.33 per share less sales commissions of $198,000 or an aggregate sale price of $1,800,000. Additionally, on September 17, 1996, the Reporting Person sold 20,000 restricted shares of INSCI Common Stock at a sale price of $4.25 per share or an aggregate sale price of $85,000. Subsequent to the September 17, 1996 private sales, the Reporting Person effectuated a private sale of 47,000 restricted shares of INSCI Common Stock at a sale price of $4.25 per share or an aggregate sale price of $199,750. The Reporting Person continues to own 789,667 shares of INSCI Common Stock. Item 4. Purpose of Transaction. (a) Not applicable. (b) Not applicable. (c) Net proceeds from sale to be used as working capital for the Reporting Person. (d) Not applicable. (e) Not applicable. (f) Not applicable. 4 (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable. Item 5. Interest in Securities of the Issuer. (a) Immediately preceding the private sales of restricted common stock reported herein, the aggregate number of shares of common stock which may be deemed to have been beneficially owned by the Reporting Person as of such date was 1,375,667 shares constituting approximately 35% of the outstanding common stock of the Issuer (based upon 3,955,701 shares of common stock outstanding as of July 24, 1996 pursuant to the definitive proxy report on Schedule 14A as filed with the Commission and additional information received from the Issuer). The aggregate number of shares of common stock which may be deemed to be beneficially owned by the Reporting Person on the date hereof is 789,667 shares, constituting approximately 20% of the outstanding common stock of the Issuer (based on 3,955,701 shares of common stock outstanding as of July 24, 1996 pursuant to the Issuer's definitive proxy report on Schedule 14A as filed with the Commission and additional information received from the Issuer.) (b) The Reporting Person has the sole power to vote and dispose of the remaining shares. (c) Except as specified herein, the Reporting Person has effected only the following transaction in the shares of common stock of the Issuer within the preceding sixty (60) days: Type of No. of Date Transaction Shares Price/Share - ---- ----------- ------ ----------- August 5, 1996 Market Sale 56,000 $4.875 August 8, 1996 Private Sale 20,000 $4.25 September 17, 1996 Private Sale 600,000 $3.33 September 17, 1996 Private Sale 20,000 $4.25 September 24, 1996 Private Sale 47,000 $4.25 (d) Not applicable. (e) Not applicable. 5 Item 6. Contracts, Arrangements, or Undertakings with respect to Securities of the Issuer. The President and Chief Financial Officer of the Reporting Person Mr. Joseph A. Gitto Jr. (and successors of the office of president) holds a voting proxy for all remaining shares owned by the Reporting Person in INSCI. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify the information set forth in this Statement is true, complete and correct. /s/ Joseph A. Gitto ---------------------------------------- JOSEPH A. GITTO, JR. President, and Chief Financial Officer Information Management Technologies Corporation Date: September 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----